Frank T. Connor
COHEN & STEERSAbout Frank T. Connor
Independent director of Cohen & Steers, Inc. (CNS), age 65, serving on the Board since March 2014; he is Audit Committee Chair and a member of the Compensation and Nominating Committees . Connor brings CFO experience from Textron Inc. (2009–2025) and senior investment banking roles at Goldman Sachs, and is designated an “audit committee financial expert” by the CNS Board . Education: BA, University of Notre Dame; MBA, University of Chicago . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Textron Inc. | Executive Vice President & Chief Financial Officer | 2009–2025 | Public-company CFO; deep financial reporting and control experience; relevant to Audit Committee leadership |
| Goldman Sachs & Co. | Head of Telecom Investment Banking | 2003–2008 | Advised across industries; strengthens capital markets expertise |
| Goldman Sachs & Co. | COO, Telecom/Technology/Media Investment Banking | 1998–2003 | Operating leadership within IB; risk and process oversight experience |
| Goldman Sachs & Co. | Corporate Finance; VP (1990); Managing Director (1996) | Joined 1986; VP 1990; MD 1996 | Progression evidences leadership and financial acumen |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FM (Rhode Island-headquartered mutual insurance company) | Director | Current (year not disclosed) | Mutual insurer board experience; potential insurance/cyber risk perspective |
Board Governance
- Committee assignments: Audit (Chair); Compensation (Member); Nominating (Member) .
- Audit Committee expertise: Connor qualifies as an “audit committee financial expert” under SEC rules; the Board determined he and several members have accounting and related financial management expertise per NYSE standards .
- Independence: Board determined Connor is independent under NYSE/SEC rules (Feb 20, 2025) .
- Meetings and attendance: 2024—Board met 6x; Audit 8x; Compensation 3x; Nominating 3x; each director attended ≥75% of Board and committee meetings on which they served; all directors attending the 2024 annual meeting .
- Risk oversight: Audit reviews financial, legal, operational, cybersecurity/data privacy risks and related-party transactions; Compensation reviews comp-related risk; Nominating assesses independence/conflicts and succession .
Fixed Compensation
| Item | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $142,667 | Structure: non-management annual retainer $210,000 split $100,000 cash + $110,000 RSUs; Audit Chair $15,000 cash; Audit Committee member $15,000; Compensation Committee member $7,500; Nominating Committee member $5,000; all payable quarterly . Connor’s cash total reconciles to the role structure . |
| Stock Awards (RSUs, grant-date fair value) | $109,860 | RSUs are 100% vested at grant, delivered 3 years post-grant; fractional shares paid in cash . |
| Option Awards | — | No options granted to non-management directors . |
| Total | $252,527 | Sum of cash and RSU grant-date fair value . |
Compensation policy features:
- Directors receive dividends in cash when CNS pays dividends; RSUs settle after three years .
- No additional meeting fees; retainers cover participation .
- Opportunity to co-invest alongside CNS-advised vehicles without management fees or carried interest (potential alignment and conflict consideration) .
Performance Compensation
| Grant Date | Units (#) | Grant-Date Fair Value ($) | Vesting | Delivery |
|---|---|---|---|---|
| Jan 2, 2024 | 365 | $27,467 | 100% vested at grant | Delivered on 3rd anniversary |
| Apr 1, 2024 | 362 | $27,454 | 100% vested at grant | Delivered on 3rd anniversary |
| Jul 1, 2024 | 383 | $27,482 | 100% vested at grant | Delivered on 3rd anniversary |
| Oct 1, 2024 | 291 | $27,457 | 100% vested at grant | Delivered on 3rd anniversary |
| Total 2024 | 1,401 | $109,860 | — | — |
Compensation metric linkages for directors:
- Performance conditions: None; director RSUs are not tied to financial or TSR metrics; they are fully vested on grant and deferred for delivery .
- Options: None .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlocks |
|---|---|---|---|
| FM (mutual insurer) | Private mutual insurance | Director | None disclosed with CNS customers/suppliers; Board considers but did not deem director investments in CNS-managed funds to be material for independence . |
Expertise & Qualifications
- Capital markets and corporate finance: Senior IB roles at Goldman Sachs (head of telecom IB; COO TTM) .
- Public-company finance: CFO of Textron (2009–2025) .
- Financial oversight: Audit Committee Chair; designated audit committee financial expert .
- Education: BA (Notre Dame); MBA (University of Chicago) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Outstanding | RSUs Held (Non‑voting) | Notes |
|---|---|---|---|---|
| Frank T. Connor | 17,705 | <1% (*) | 4,326 | Includes 315 shares to be delivered on Apr 1, 2025 upon settlement of RSUs . |
Ownership policies and risk controls:
- Hedging prohibition: Directors and employees prohibited from hedging, short-selling, or derivative transactions on CNS securities .
- Stock ownership guidelines: No formal individual-share requirements; company cites meaningful aggregate ownership among executives/directors .
- Related-party transaction approval: Formal policy requires Audit Committee approval for Item 404(a) transactions >$120k; interested members recuse; ordinary-course investment services on market terms are exempt .
Governance Assessment
- Strengths: Independent director with deep CFO background; Audit Chair; SEC “financial expert”; member of Compensation and Nominating Committees; Board affirmed independence; strong attendance (≥75% at Board/committee meetings in 2024); active risk oversight through Audit Committee .
- Compensation alignment: Director pay is balanced between cash and deferred share delivery; no options; RSUs defer delivery for three years, providing some time-based alignment; dividends paid in cash .
- Potential conflicts to monitor: Co-investment privilege alongside CNS-advised products without fees/carried interest; Board noted some directors may invest in CNS-managed funds but did not deem this material to independence; ensure related-party policy enforcement and disclosure remains robust .
- Board structure considerations: No lead independent director; founders hold significant stakes (Executive Chairman Robert Steers ~23.3%; Chairman Martin Cohen ~17.8%), which the proxy notes may meaningfully influence elections/outcomes; independent oversight and committee function are important mitigants .
- Policy safeguards: Formal clawback policy for erroneously awarded incentive comp (executives); strict insider trading/hedging prohibitions; Audit Committee oversight of related-party transactions .
RED FLAGS: None specific to Connor disclosed. Watch areas include co-investment privileges (ensure transactions remain ordinary-course and at market terms), absence of lead independent director, and concentrated founder ownership that can influence governance outcomes .